UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): June 12, 2006
Graham Corporation
(Exact name of Registrant as specified in its charter)
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| Delaware
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1-8462
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16-1194720 |
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| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 20 Florence Avenue, Batavia, New York
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14020 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s
telephone number, including area code: (585) 343-2216
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the Registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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| Item 5.02. |
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Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers. |
On June 12, 2006, William C. Johnson resigned from the position of President and Chief
Executive Officer of Graham Corporation (the “Company”). On such date, Mr. Johnson also informed
the Board of Directors that he would not seek an additional term as a Director following the
expiration of his current term at the 2006 Annual Meeting of Stockholders.
On June 14, 2006, the Company’s Board of Directors appointed James R. Lines as the Company’s
President and Chief Operating Officer. Mr. Lines was also nominated for
election as a Director at the 2006 Annual Meeting of Stockholders.
Mr. Lines, age 45, has been with the Company since 1984. Since December 2004, Mr. Lines has
been the Company’s Vice President and General Manager. Mr. Lines has also held the positions of
Vice President of Engineering and Vice President of Sales and Marketing. Prior to his senior
management positions, he was an application engineer, sales engineer and product supervisor. Mr.
Lines holds a Bachelor of Science degree in Aerospace Engineering from the University of Buffalo.
The Company is a party to an employment agreement with Mr. Lines executed in December 1993 and
amended in September 1996. The employment agreement provides that Mr. Lines will receive a minimum
base salary and customary benefits. Mr. Lines is also eligible under such employment agreement to
receive discretionary bonuses. The employment agreement automatically renews such that it always
has a one-year term remaining, unless Mr. Lines or the Company elect not to extend the term
further, in which case the term will end on the first anniversary of the date on which notice of
such election not to extend is given. If not terminated sooner, the agreement will end on the last
day of the month in which Mr. Lines turns 65. The employment agreement also contains a 12-month
covenant not to compete or interfere in certain of the Company’s business relationships if Mr.
Lines resigns for reasons other than a material breach of the agreement by the Company, if Mr.
Lines departs from the Company without the approval of the Board of Directors, or if Mr. Lines is
discharged for cause. Mr. Lines’ employment agreement also provides that, upon dismissal without
cause, the Company will (i) pay Mr. Lines compensation due him to the date of termination,
including any accrued bonus, (ii) pay Mr. Lines a payment equal to 12 months’ base salary, (iii)
provide Mr. Lines continuing health care coverage for a period of 36 months following the effective
date of termination, and (iv) pay for certain outplacement services. In the event of any sale,
merger or any form of business combination affecting the Company, Mr. Lines’ Employment Agreement
requires the Company to obtain its express written assumption by the acquiring or surviving entity.
Item 8.01. Other Events.
On June 15, 2006, the Company issued a press release announcing the resignation of William C.
Johnson as its President and Chief Executive Officer and the appointment of James R. Lines as its
President and Chief Operating Officer. The Company’s press release is attached to this Current
Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.